How much does a business broker charge?

Business broker commissions range from 5–12% of the final sale price depending on deal size. Smaller businesses (under $1M) typically pay 10–12%, while mid-market businesses ($1M–$5M) pay 6–10%. Some brokers also charge an upfront retainer of $2,500–$15,000 for CIM preparation, which is usually credited back at closing.

What is seller's discretionary earnings (SDE)?

Seller's Discretionary Earnings (SDE) is the standard valuation metric for small businesses. It equals net profit plus owner salary, owner benefits, non-recurring expenses, and depreciation/amortization. SDE represents the total economic benefit to a single owner-operator. Most small businesses sell at 2–4× SDE.

Do I need a business broker to sell my business?

While you can technically sell without a broker, data consistently shows brokered transactions close at 15–25% higher prices and at higher completion rates than unrepresented sales. The exception is if you already have an identified buyer at an agreed price. In any other scenario, professional representation pays for itself many times over.

What is an IBBA-certified business broker?

The International Business Brokers Association (IBBA) is the professional body for business brokers. IBBA-certified brokers hold designations like CBI (Certified Business Intermediary) or M&AMI (Merger & Acquisition Master Intermediary), which require transaction history, continuing education, and adherence to a code of ethics. These certifications signal professional commitment and deal experience.

What is the difference between a business broker and an M&A advisor?

Business brokers typically handle Main Street and lower-middle-market transactions — businesses selling for $100K to $10M. M&A advisors operate in the middle market ($10M to $500M+) with larger teams, investment banking capabilities, and institutional buyer relationships. For businesses under $5M, a CBI-certified business broker is usually the right choice.

State Guide · Texas

How to Sell a Business in Texas

Q: How long does it take to sell a business?

Most small to mid-market business sales take 6–12 months from broker engagement to close. The stages include CIM preparation (4–8 weeks), buyer outreach and qualification (4–12 weeks), due diligence (30–90 days), and closing (2–4 weeks). SBA-financed deals add 30–60 days to the timeline.

A complete guide for Texas business owners preparing to sell — covering broker selection, valuation, taxes, state-specific rules, and what to expect at every stage of the process.

281

IBBA Brokers in TX

2.5–5× SDE

Typical Texas Multiple

6–12 mo

Avg. Time to Close

Texas Business Sale Market

Texas is a high-growth M&A market. Dallas-Fort Worth and Houston have the most broker activity. Strong PE interest in home services, construction, and oilfield services companies.

Most Active Industries

Construction & Trades
Oil & Gas Services
Manufacturing
Food & Beverage
Technology

Key Markets

Dallas
Houston
Austin
San Antonio

How to Sell a Business in Texas: Step by Step

Get a Realistic Valuation

Start with a professional valuation using SDE (Seller's Discretionary Earnings) for businesses under $2M or EBITDA for larger businesses. Texas businesses in construction and trades typically sell at 2.5–4.5× SDE; technology and recurring-revenue businesses can reach 4–8×.

Choose an Texas Broker

Select a broker with verified Texas transaction history and industry specialty. Texas has 281 IBBA-member brokers — filter by your industry and city on BizBrokerMatch. A Dallas or Houston broker will have deeper local buyer relationships than an out-of-state firm.

Prepare Your Financials for Recast

Provide 3 years of tax returns, P&Ls, and bank statements. Your broker will recast your financials to show normalized SDE/EBITDA, adding back personal and non-recurring expenses. Texas buyers and lenders have seen many deals — clean financials are non-negotiable.

Sign a Listing Agreement

Review the exclusivity period (typically 12 months), commission rate (10–12% under $1M; 6–10% from $1–5M), and the tail clause. Ensure the agreement specifies confidentiality requirements for marketing.

Market Confidentially to Qualified Buyers

Your broker will distribute a CIM (Confidential Information Memorandum) to pre-qualified buyers under NDA. Texas has strong PE buyer interest in home services, oil & gas services, and healthcare businesses.

Negotiate LOI and Structure the Deal

Most Texas business sales are structured as asset purchases. The buyer acquires equipment, goodwill, contracts, and inventory. The seller retains the legal entity. Texas has no state transfer taxes on business assets, simplifying closing.

Complete Due Diligence and Close

Due diligence runs 30–90 days. Prepare a data room with financial records, contracts, employee info, and operational documentation. Texas closings typically use a title company or real estate attorney. If real estate is involved, it's usually sold separately as a leaseback.

Texas Tax & Legal Considerations

Texas has no state income tax, which simplifies deal structure and makes it attractive for sellers. No additional state capital gains tax — sellers pay only federal rates.

Texas business sales are governed by the Texas Business & Commerce Code. Asset purchase agreements typically include a bulk sales notice. Texas franchise tax (0.75% margin tax) may apply to buyer's entity.

Note: This is general information, not tax or legal advice. Consult a qualified CPA and business attorney before closing any transaction.

Frequently Asked Questions: Selling a Business in Texas

How many business brokers are there in Texas?

BizBrokerMatch tracks 281 IBBA-member business brokers across Texas. Dallas-Fort Worth has the highest concentration, followed by Houston and Austin.

Does Texas have a capital gains tax on business sales?

No. Texas has no state income tax or capital gains tax. Texas business owners selling their company pay only federal capital gains rates — typically 15–20% for assets held over one year. This makes Texas one of the most favorable states for business exits.

What industries sell best in Texas?

Texas has strong buyer demand for construction and trades businesses (HVAC, roofing, plumbing), oil & gas services, manufacturing, food & beverage, and technology companies. Dallas and Houston are particularly active for home services roll-ups with PE buyers paying premium multiples.

How long does it take to sell a business in Texas?

The average sale process takes 6–12 months from engaging a broker to closing. SBA-financed deals (common for businesses under $5M) add 30–60 days. Houston and Dallas markets have larger buyer pools, which can accelerate timelines.

Should I use a Texas-based business broker or a national firm?

For businesses under $5M, a Texas-based broker with local buyer relationships and industry specialty is usually the better choice. National firms are better suited for deals above $10M. Use BizBrokerMatch to find Texas brokers who specialize in your industry.

Find a Verified Texas Business Broker

BizBrokerMatch tracks 281 IBBA-member brokers across Texas. Answer 4 questions and get matched with the right broker for your industry and location — free.

Or browse the full Texas broker directory to see all verified TX brokers.

Get Matched Free →

BizBrokerMatch maintains a searchable database of 3,142 business brokers across all 50 U.S. states, including 281 brokers in Texas. Brokers are scored on IBBA tenure, certifications (CBI, M&AMI), transaction history, and web presence. The free matching tool filters by industry, revenue, state, and deal timeline. Get matched with a Texas broker →